Current Report Filing (8-k)
09 August 2016 - 10:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2016
Whiting Petroleum Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-31899
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20-0098515
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1700 Broadway, Suite 2300, Denver, Colorado 80290-2300
(Address of principal executive offices, including ZIP code)
(303) 837-1661
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))
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Item 3.02
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Unregistered Sales of Equity Securities.
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On August 8, 2016, Whiting Petroleum
Corporation (the Company) entered into separate privately negotiated exchange agreements under which it will exchange, in private placements in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, (i) $12.866 million
aggregate principal amount of its 6.5% Mandatory Convertible Senior Subordinated Notes due 2018, which were convertible into 1.470 million shares of the Companys common stock (the Common Stock), for 1.656 million shares of Common
Stock and (ii) $25.430 million aggregate principal amount of its 5.0% Mandatory Convertible Senior Notes due 2019, which were convertible into 2.893 million shares of Common Stock, for 3.259 million shares of Common Stock.
The Company expects that the exchange transactions will close on August 12, 2016, subject to customary closing conditions.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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WHITING PETROLEUM CORPORATION
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Date: August 9, 2016
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By:
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/s/ James J. Volker
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James J. Volker
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Chairman, President and
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Chief Executive Officer
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